Common use of Sale Approval Order Clause in Contracts

Sale Approval Order. Without limiting the generality of the foregoing Section 5.4(a), the sale approval order, which shall be filed with the Bankruptcy Court on the timeline set forth in the Bid Procedures Order, shall be reasonably acceptable in form and substance to Purchaser (the “Sale Approval Order”) and shall include provisions, among other things (i) providing that Purchaser shall not incur any Liability as a successor to the Business, (ii) approving the sale of the Purchased Assets to Purchaser on the terms and conditions set forth in this Agreement and authorizing Seller to proceed with this transaction, (iii) stating that any objections filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (iv) finding that the Purchase Price represents fair value for the Purchased Assets, (v) finding that the sale is in the best interests of Seller’s estate and creditors, (vi) finding that Purchaser is a good faith purchaser of the Purchased Assets under section 363(m) of the Bankruptcy Code and that the provisions of section 363(n) of the Bankruptcy Code have not been violated, (vii) providing that the sale of the Purchased Assets to Purchaser shall be free and clear of all Encumbrances (other than Permitted Encumbrances) under section 363 of the Bankruptcy Code and any other applicable sections of the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction, among other things, for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances against Seller or the Purchased Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers’ commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller 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, (xii) determining that Purchaser is not a successor to Seller or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any of the Excluded Liabilities or Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, Claim, cause of action or Encumbrance against Purchaser or the Purchased Assets related thereto, and (xiii) to the extent that there are competing bids, Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the Termination Fee. To the extent that there is any inconsistency between this paragraph and the Sale Approval Order, the Sale Approval Order shall govern.

Sale Approval Order. Without limiting the generality of the foregoing Section 5.4(a6.5(b), the sale approval order, which shall be filed with the Bankruptcy Court on the timeline set forth in the Bid Procedures form annexed hereto as Exhibit 2 (the "Sale Approval Order"), shall be reasonably acceptable in form and substance to Purchaser (the “Sale Approval Order”) and shall include provisions, among other things (i) providing that Purchaser shall not incur any Liability liability as a successor to the Business, (ii) approving the sale of the Purchased Assets to Purchaser on the terms and conditions set forth in this Agreement and authorizing Seller to proceed with this transaction, (iii) stating that any objections filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (iv) finding that the Purchase Price represents fair value for the Purchased Assets, (v) finding that the sale is in the best interests of Seller’s 's estate and creditors, (vi) finding that Purchaser is a good faith purchaser of the Purchased Assets under section Section 363(m) of the Bankruptcy Code and that the provisions of section Section 363(n) of the Bankruptcy Code have not been violated, (vii) providing that the sale of the Purchased Assets to Purchaser shall be free and clear of all Encumbrances (other than Permitted Encumbrances) whatsoever under section 363 of the Bankruptcy Code and any other applicable sections of the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction, among other things, jurisdiction for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances against Seller or the Purchased Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers’ ' commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller 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, (xii) determining that Purchaser is not a successor to Seller or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any of the Excluded Liabilities or Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, Claimclaim, cause of action or Encumbrance against Purchaser or the Purchased Assets related thereto, and (xiii) finding that, pursuant to Section 1146(a) of the Bankruptcy Code, the within transaction is "in contemplation of a plan to be confirmed under Section 1129 of the Bankruptcy Code in the Bankruptcy Case," and as such shall be free and clear of any and all transfer tax, stamp tax or similar taxes, and (xiv) declaring that Seller owns all the copyrights to the extent True Ceramic Pro - Live Ops (TCP5) infomercial and the master tapes relating to the same and owns all trademarks, patents, patent applications and copyrights relating to the True Ceramic Pro product and all advertising and marketing materials relating thereto, and (xv) declaring that there are competing bidsany licenses to Seller's Intellectual Property (or any third party's contributed as part of the sale), Purchaser including patents, copyrights, and trademarks, granted to third parties prior to the Closing shall be entitled to a credit against nullified as of the Purchase Price in an amount equal to the Termination FeeClosing Date. To the extent that there is any inconsistency between this paragraph and the Sale Approval Order, the Sale Approval Order shall govern.

Sale Approval Order. Without limiting An order or orders (the generality "Sale Approval Order") in the form of the foregoing Section 5.4(a), the sale approval orderSchedule 6.10B, which Sale Approval Order shall be filed with the Bankruptcy Court on the timeline set forth in the Bid Procedures Order, shall be reasonably acceptable in form and substance satisfactory to Purchaser (the “Sale Approval Order”Buyer and its counsel in their sole discretion, pursuant to Sections 105, 363, 365 and 1146(c) and shall include provisionsother applicable provisions of the Bankruptcy Code, among other things things: (iA) providing that Purchaser shall not incur any Liability as a successor to the Business, (ii) authorizing and approving the sale of the Purchased Acquired Assets to Purchaser on the Buyer pursuant to this Agreement free and clear of all Encumbrances whatsoever, and approving the terms and conditions set forth in of this Agreement and authorizing Seller to proceed with this transaction, Agreement; (iii) stating that any objections filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (ivB) finding that the Purchase Price represents fair value for Buyer is acting in good faith, and is entitled to the Purchased Assets, (v) finding that the sale is in the best interests protections of Seller’s estate and creditors, (vi) finding that Purchaser is a good faith purchaser of the Purchased Assets buyer under section Section 363(m) of the Bankruptcy Code and pursuant to the transactions contemplated by this Agreement; (C) finding that the transfer to the Buyer and the transactions contemplated by this Agreement will be free and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (D) containing such other findings and provisions of section 363(n) as may be reasonably requested by the Buyer (including a finding that notice of the Bankruptcy Code have not transactions contemplated by this Agreement, including notice to all parties to the Assumed Contracts, has been violated, properly given) to assure that: (vii1) providing that title to the sale of Acquired Assets will be transferred to the Purchased Assets to Purchaser shall be Buyer free and clear of all Encumbrances of any kind or nature whatsoever; (2) the Seller will be duly authorized to execute and deliver such documents and instruments as the Seller is required to execute and deliver pursuant to the terms of this Agreement; and (3) the Seller, upon assuming and assigning to the Buyer of each of the Assumed Contracts, will have properly assumed and assigned the same, and there will be no defaults thereunder as of the Closing Date and the assignment to Buyer shall not constitute a default thereunder or constitute a violation of any Requirement of Law; (4) the Buyer shall not be liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank, N.A., Seller's secured lender, of a non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's lender and Key Bank); (E) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of the Excluded Belleville Avenue Property and/or any judgments, orders, awards or decrees entered into by the Seller or any other Person relating thereto; (F) finding that any customers of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out of any claims, contracts and other dealings with Seller; (G) finding that no Person, including any Affiliate of Seller, owns any Acquired Assets or any interest therein (other than Permitted Encumbrancessecurity interests as set forth in Schedule 4.3); and (H) under section 363 no consents or approvals of the Bankruptcy Code and any other applicable sections of Governmental Authorities or any third parties are required to be obtained in connection with the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction, among other things, for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances against Seller or the Purchased Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers’ commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller 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, (xii) determining that Purchaser is not a successor to Seller or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any of the Excluded Liabilities or Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, Claim, cause of action or Encumbrance against Purchaser or the Purchased Assets related thereto, and (xiii) to the extent that there are competing bids, Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the Termination Fee. To the extent that there is any inconsistency between this paragraph and the Sale Approval Order, the Sale Approval Order shall governcontemplated hereby.

Sale Approval Order. Without limiting the generality of the foregoing Section 5.4(a), the sale approval order, which The Sale Approval Order shall be filed with entered by the Bankruptcy Court on the timeline set forth in the Bid Procedures Order, shall be reasonably acceptable in form and substance acceptable to the Purchaser (the “in its sole discretion. The Sale Approval Order”) and shall include provisionsOrder shall, among other things things, (a) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (i) providing that Purchaser shall not incur any Liability as a successor to the Businessexecution, delivery and performance by the Seller of this Agreement, (ii) approving the sale of the Purchased Assets to the Purchaser on the terms and conditions set forth in this Agreement herein and authorizing Seller to proceed with this transaction, (iii) stating that any objections filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (iv) finding that the Purchase Price represents fair value for the Purchased Assets, (v) finding that the sale is in the best interests of Seller’s estate and creditors, (vi) finding that Purchaser is a good faith purchaser of the Purchased Assets under section 363(m) of the Bankruptcy Code and that the provisions of section 363(n) of the Bankruptcy Code have not been violated, (vii) providing that the sale of the Purchased Assets to Purchaser shall be free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by the Seller of its obligations under section 363 this Agreement; (b) authorize and empower the Seller to assume and assign to the Purchaser the Assumed Contracts; and (c) find that the Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to the Seller and grant the Purchaser the protections of Section 363(m) of the Bankruptcy Code. The Purchaser agrees that it will promptly take such actions as are reasonably requested by the Seller to assist in obtaining Bankruptcy Court approval of the Sale Approval Order, including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that the Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code and any other applicable sections (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code, (viii) providing . In the event that the Bankruptcy Court shall retain jurisdiction, among other things, for the purpose of enforcing the provisions Court’s approval of the Sale Approval Order including, without limitation, compelling delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances against Seller or the Purchased Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers’ commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller 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, (xii) determining that Purchaser is not a successor to Seller or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any of the Excluded Liabilities or Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, Claim, cause of action or Encumbrance against Purchaser or the Purchased Assets related thereto, and (xiii) to the extent that there are competing bids, Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the Termination Fee. To the extent that there is any inconsistency between this paragraph and the Sale Approval Orderappealed, the Sale Approval Order Seller shall governuse reasonable efforts to defend such appeal.

Sale Approval Order. Without limiting the generality of the foregoing Section 5.4(a5.4(b), the sale approval order, which shall be filed with the Bankruptcy Court on the timeline set forth in the Bid Procedures form annexed hereto as Exhibit F (the “Sale Approval Order”), shall be reasonably acceptable in form and substance to Purchaser (the “Sale Approval Order”) and shall include provisions, among other things (i) providing that Purchaser shall not incur any Liability liability as a successor to the Business, (ii) approving the sale of the Purchased Assets to Purchaser on the terms and conditions set forth in this Agreement and authorizing Seller to proceed with this transaction, (iii) stating that any objections filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (iv) finding that the Purchase Price represents fair value for the Purchased Assets, (v) finding that the sale is in the best interests of Seller’s estate and creditors, (vi) finding that Purchaser is a good faith purchaser of the Purchased Assets under section 363(m) of the Bankruptcy Code and that the provisions of section 363(n) of the Bankruptcy Code have not been violated, (vii) providing that the sale of the Purchased Assets to Purchaser shall be free and clear of all Encumbrances (other than Permitted Encumbrances) whatsoever under section 363 of the Bankruptcy Code and any other applicable sections of the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction, among other things, for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances against Seller or the Purchased Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers’ commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller 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, (xii) determining that Purchaser is not a successor to Seller or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any of the Excluded Liabilities or Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, Claim, cause of action or Encumbrance against Purchaser or the Purchased Assets related thereto, and (xiii) to the extent that there are competing bids, Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the Termination Fee. To the extent that there is any inconsistency between this paragraph and the Sale Approval Order, the Sale Approval Order shall govern.,

Sale Approval Order. Without limiting the generality of the foregoing Section 5.4(aSECTION 5.5(b), the sale approval order, which shall be filed with the Bankruptcy Court on the timeline set forth substantially in the Bid Procedures Orderform annexed hereto as EXHIBIT 3 (the "SALE APPROVAL ORDER"), shall be reasonably acceptable in form and substance to Purchaser (the “Sale Approval Order”) and shall include provisions, among other things (i) providing that Purchaser shall not incur any Liability liability as a successor to the BusinessBusiness unless expressly assumed, (ii) approving the sale of the Purchased Assets to Purchaser on the terms and conditions set forth in this Agreement Agreement, or such higher and better terms and conditions offered at the Auction, and authorizing Seller Sellers to proceed with this transaction, (iii) stating that any objections timely filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (iv) finding that the Purchase Price represents fair value for the Purchased Assets, (v) finding that the sale is in the best interests of Seller’s estate Sellers' estates and creditors, (vi) finding that Purchaser is a good faith purchaser of the Purchased Assets under section Section 363(m) of the Bankruptcy Code and that the provisions of section Section 363(n) of the Bankruptcy Code have not been violated, (vii) providing that the sale of the Purchased Assets to Purchaser shall be free and clear of all Encumbrances (other than Permitted Encumbrances) liens, claims, interests, obligations and encumbrances whatsoever under section Section 363 of the Bankruptcy Code and any other applicable sections of the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction, among other things, jurisdiction for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances liens, claims, interests, obligations and encumbrances against Seller Sellers or the Purchased Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers’ ' commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller 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, (xii) determining that Purchaser is not a successor to Seller Sellers or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any of the Excluded Liabilities or Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, Claimclaim, cause of action or Encumbrance encumbrance against Purchaser or the Purchased Assets related thereto, and (xiii) finding that, pursuant to Section 1146(c) of the extent that there are competing bidsBankruptcy Code, Purchaser the within transaction is "in contemplation of a plan or plans of reorganization to be confirmed in the Bankruptcy Cases," and as such shall be entitled free and clear of any and all transfer tax, stamp tax or similar taxes; PROVIDED, HOWEVER, that Purchaser's obligations hereunder shall not be conditioned on the findings set forth in clause (xiii). Sellers shall use their best efforts to a credit against obtain entry of the Purchase Price Sale Approval Order. Purchaser's obligations to consummate the transactions contemplated herein shall be conditioned upon the Bankruptcy Court's entry of the Sale Approval Order in an amount equal form and substance satisfactory to the Termination FeePurchaser. To the extent that there is any inconsistency between this paragraph and the Sale Approval Order, the Sale Approval Order shall govern.