Procedures Order Sample Clauses

Procedures Order. The transaction contemplated by this Agreement shall be conducted in all respects in accordance with the process and procedures established in and the provisions of the Procedures Order, which shall be in form and substance reasonably satisfactory to Buyer, and Xxxxx agrees to be bound by the Procedures Order and the obligations thereunder, including in connection with, among other things, bidding, overbidding, the sale auction, refraining from collusion, return of deposits, and standing as a backup bidder for the Purchased Assets shall be as established and determined in accordance with the Procedures Order.
Sample 1
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Procedures Order. The Procedures Order shall have been entered by the Bankruptcy Court in accordance with Section 6.10 hereof. The Procedures Order shall been entered in form and substance satisfactory to Purchaser and its counsel and shall have become effective in accordance with its terms, and, specifically, the break-up fee and expense reimbursement provisions contained therein, shall have been approved and remain in full force and effect, and shall not have been stayed, vacated, modified or supplemented without Purchaser's prior consent. Seller shall have complied with the terms of the Procedures Order.
Sample 1
Procedures Order. Within three business days subsequent to the execution of this Agreement, Seller, at its sole expense, will apply to the Bankruptcy Court to obtain, and shall use reasonable best efforts to secure entry as soon as practicable, subject to the conditions precedent set forth in Articles VI and VII of this Agreement, the entry of an order (the “Procedures Order”) in form and substance reasonably satisfactory to Buyer and Seller and their respective counsel, authorizing Seller to perform and making enforceable the following provisions of this Agreement relating to: (a) the payment of a Break-up Fee; (b) the competitive bidding procedure set forth in Section 7.5; (c) establishing a deadline for the submission of competitive bids; and (d) setting the date for any auction to be held as a result of receipt of competitive bids (the “Auction Date”). The Procedures Order shall provide that if Buyer shall not be the successful bidder for the Purchased Assets, solely by virtue of another bidder’s having made a “higher and better” offer therefor, and through no fault of Buyer, then Buyer shall be entitled to receive at, and payable from the proceeds of the Closing of the sale of the Purchased Assets, a fee of $75,000 (the “Break-up Fee”). The Break-up Fee shall be free and clear of all Encumbrances and shall be paid out of the proceeds of the Purchased Assets at closing, and before any other expenses or claims are paid regardless of priority. Buyer shall not be entitled to receive the Break-up Fee if a third party closes on the Purchased Assets due to Buyer’s default under this Agreement, after all applicable grace periods.
Sample 1
Procedures Order. On or about April __, 2010, the Receiver filed a Motion For Order (1) Approving Form Of Purchase Agreement, (2) Approving Procedures For Sale Of Debtors’ Assets, (3) Establishing Assumption And Assignment Procedures, (4)
Sample 1
Procedures Order. The Procedures Order, in form and substance satisfactory to Purchaser in its sole discretion, and Expense Reimbursement shall have been approved by the Bankruptcy Court by April 10, 2009.
Sample 1

Related to Procedures Order

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

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

  • Bankruptcy Court Order The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the joinder and consent of the Agent and the Borrower.

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

  • Bankruptcy Court Approval (a) Promptly after the date hereof, CTC shall file the Plan of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seeking, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are material.

  • Interim Order The notice of motion for the application referred to in Section 2.1(a) shall request that the Interim Order provide, among other things:

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Division 5 of Part 9 of the BCBCA.

  • Settlement Procedures Timetable In the event of a purchase of Notes by the Purchasing Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent and the Company pursuant to the Selling Agent Agreement. For orders of Notes solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures "A" through "M" shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement: Procedure Time

  • Settlement Date Procedures In order to minimize the transfer of funds between the Lenders and the Administrative Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in Section 2.1.2 [Swing Loan Commitments] hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share of the total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such Settlement Date, each Lender shall pay to the Administrative Agent the amount equal to the difference between its Required Share and its Revolving Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans and may at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative convenience, and nothing contained in this Section 5.11 shall relieve the Lenders of their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to Section 2.1.2 [Swing Loan Commitment]. The Administrative Agent may at any time at its option for any reason whatsoever require each Lender to pay immediately to the Administrative Agent such Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately to such Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans.

  • Court Approval No later than the fifth business day after the Effective Date, Purchaser shall file an action (“Action”) against Company in the Superior Court of the State of California for the County of Los Angeles (the “Court”) for collection of the Claim. Purchaser shall seek to settle the Action on terms acceptable to Purchaser in its sole discretion and, by appropriate motion or other pleading, shall seek approval from the Court of such settlement in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).

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